UNIVERSAL CORP /VA/ — Director's Dealing 2012

May 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL CORP /VA/ (UVV)
CIK: 0000102037
Period of Report: 2012-05-24

Reporting Person: FREEMAN GEORGE C III (Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-25	Common Stock	A	22500	$45.63	Acquired	116968	Direct
2012-05-25	Common Stock	F	7245	$45.63	Disposed	109723	Direct
2012-05-24	Common Stock	F	2021	$45.76	Disposed	107702	Direct

Footnotes

F1: Previously granted performance shares that vested on May 25, 2012.

F2: 7,245 shares of Common Stock were surrendered to the Company to satisfy the withholding taxes relating to 22,500 previously granted performance shares of Common Stock that vested on May 25, 2012.

F3: upon the vesting of restricted stock units and dividend units on the restricted stock units, disposition of common stock to satify tax withholding obligations.

F4: includes 54,281 restricted stock units and dividend units on the restricted stock units. The restricted stock units and the dividend units vest on the fifth anniversary of the award date, however payment will be delayed until termination of service if individual is a covered employee under code Section 162(m) on the date of vesting.